EFTA01378109

Management's responsibility for the financial statements Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement. whether due to fraud or error. Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment. including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly. in all material respects, the consolidated financial position of Plentyoffish Media Inc and Subsidiaries at December 31. 2013 and 2014. and the consolidated results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles. lel Ernst & Young LLP New York, New York October 5, 2015 F-70 Plentyoffish Media Inc. and Subsidiaries Consolidated balance sheet December 31, 2013 2014 ASSETS (In thousands of CAD, except share data) Cash and cash equivalents $ 32,281 $ 19,935 Time deposits 250 10,250 Accounts receivable, net of allowance and reserves of $14 and $522. respectively 3,407 4,839 Prepaid and other current assets 1,317 1,544 Total current assets 37,255 36,568 Property and equipment, net 4,283 5,562 Other non-current assets 3,318 1,626 TOTAL ASSETS $ 44,856 $ 43,756 LIABILITIES AND SHAREHOLDER EQUITY LIABILITIES: Accounts payable $ 374 $ 1,396 Deferred revenue 5,683 11,387 Income taxes payable 1,863 2,469 Accrued expenses and other current liabilities 1,610 1,037 Total current liabilities 9,530 16,289 Income taxes payable 314 647 Redeemable preferred stock. $0.01 par value. no maximum shares authorized 10.000 shares issued and outstanding 9,300 9,300 Commitments and contingencies SHAREHOLDER EQUITY: Common stook hap.% vmsw.sec.govrAmlives.redgar'datail SIS189,0001047469150012431'32226458^-talfinti I 1,9201 911:17 AIM CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0075269 SDNY_GM_00221453 EFTA01378109